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| CIK | 1790340 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Immuneering Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
Calculation of Filing Fee Tables S-3 Immuneering Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, $0. |
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| September 3, 2025 |
As filed with the Securities and Exchange Commission on September 2, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 2, 2025 Registration No. |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2025 Immuneering Corporation (Exact name of Registrant as Specified in its Charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organizat |
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| August 25, 2025 |
COMMON STOCK PURCHASE WARRANT IMMUNEERING CORPoration Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF |
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| August 25, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT IMMUNEERING CORPoration Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF |
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| August 25, 2025 |
Immuneering Announces $25 Million Private Placement Exhibit 99.1 Immuneering Announces $25 Million Private Placement CAMBRIDGE, Mass., August 21, 2025 – Immuneering Corporation (Nasdaq: IMRX), a clinical-stage oncology company focused on keeping cancer patients alive, today announced that it has entered into a definitive securities purchase agreement for a private placement of securities to top-tier institutional and other accredited investors, tha |
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| August 25, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 21, 2025, between Immuneering Corporation, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities |
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| August 25, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2025, between Immuneering Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 13, 2025 |
As filed with the Securities and Exchange Commission on August 13, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 13, 2025 Registration No. |
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| August 13, 2025 |
Exhibit 4.3 IMMUNEERING CORPORATION INDENTURE Dated as of , 20 [TRUSTEE] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Es |
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| August 13, 2025 |
Calculation of Filing Fee Tables S-3 Immuneering Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Equity Common Stock, $0. |
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| August 13, 2025 |
Exhibit 1.2 IMMUNEERING CORPORATION EQUITY DISTRIBUTION AGREEMENT August 13, 2025 PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: As further set forth in this agreement (this “Agreement”), Immuneering Corporation, a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 13, 2025 |
Exhibit 99.1 Immuneering Reports Second Quarter 2025 Financial Results and Provides Business Updates - Company now plans to share updated OS and PFS data from first-line pancreatic cancer patients (N = 34) treated with atebimetinib + mGnP in Q3 2025, earlier than prior guidance - - Exceptional 94% overall survival (OS) observed at 6 months in ongoing Phase 2a trial of atebimetinib plus modified Ge |
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| June 23, 2025 |
Up to $31,293,843.89 IMMUNEERING CORPORATION Class A Common Stock As Filed Pursuant to Rule 424(b)(5) Registration No. 333-266738 PROSPECTUS SUPPLEMENT (To Prospectus and Prospectus Supplement dated August 19, 2022 and Prospectus Supplement dated March 20, 2025) Up to $31,293,843.89 IMMUNEERING CORPORATION Class A Common Stock This prospectus supplement (this “Current Prospectus Supplement”) supplements the prospectus dated August 19, 2022 (the “Base Prospectus” |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 5, 2025 |
As filed with the Securities and Exchange Commission on May 5, 2025 As filed with the Securities and Exchange Commission on May 5, 2025 Registration No. |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 5, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Immuneering Corporation (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common s |
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| May 5, 2025 |
Exhibit 99.1 Immuneering Reports First Quarter 2025 Financial Results and Provides Business Updates - Progression-free survival data from more than 30 patients with first line pancreatic cancer in the ongoing Phase 2a trial of IMM-1-104 trial planned for announcement in 2Q’25 - - Reported positive data from the Company’s ongoing Phase 2a trial of lead program IMM-1-104, including encouraging respo |
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| May 5, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| April 21, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De |
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| March 20, 2025 |
Exhibit 99.1 Immuneering Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Updates - Reported positive data updates from its ongoing Phase 2a trial of lead program IMM-1-104, including encouraging responses in combination with chemotherapy in first-line pancreatic cancer - - Announced a clinical trial supply agreement with Regeneron Pharmaceuticals to evaluate IMM-1 |
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| March 20, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 20, 2025 |
IMMUNEERING CORPORATION 2025 EMPLOYMENT INDUCEMENT AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan |
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| March 20, 2025 |
Immuneering Corporation Insider Trading Compliance Policy and Procedures IMMUNEERING CORPORATION INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. |
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| March 20, 2025 |
IMMUNEERING CORPORATION Up to $21,503,435.70 of Class A Common Stock As Filed Pursuant to Rule 424(b)(5) Registration No. 333-266738 PROSPECTUS SUPPLEMENT (To Prospectus and Prospectus Supplement dated August 19, 2022) IMMUNEERING CORPORATION Up to $21,503,435.70 of Class A Common Stock This prospectus supplement (the “Prospectus Supplement”) supplements the prospectus dated August 19, 2022 and the prospectus supplement dated August 19, 2022 (together, the “ATM Pro |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commissio |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 14, 2024 |
IMRX / Immuneering Corporation / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 cormorant-imrx093024a4.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Immuneering Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45254E107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| November 14, 2024 |
IMRX / Immuneering Corporation / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm2427061d11sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 4)* Immuneering Corp (Name of Issuer) Class A common Stock, par value $0.001 per share (the “Shares” |
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| November 13, 2024 |
Exhibit 99.1 Immuneering Reports Third Quarter 2024 Financial Results and Provides Business Updates - Announced Positive Initial Data, Including Complete and Partial Responses, with IMM-1-104 in Combination with Chemotherapy in First-Line Pancreatic Cancer Patients - - Granted FDA Orphan Drug Designation for IMM-1-104 in the Treatment of Pancreatic Cancer and Fast Track Designation in First-line P |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 6, 2024 |
Immuneering Corporation Non-Employee Director Compensation Program, as amended Immuneering Corporation Non-Employee Director Compensation Program (AS AMENDED MAY 21, 2024) Non-employee members of the board of directors (the “Board”) of Immuneering Corporation (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). |
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| August 6, 2024 |
Exhibit 99.1 Immuneering Reports Second Quarter 2024 Financial Results and Provides Business Updates - Enrollment progressing well across all arms in the IMM-1-104 Phase 2a Trial, with Initial Data from Multiple Arms Expected in 2H 2024 - - Granted FDA Fast Track Designation for IMM-1-104 in First-line Pancreatic Cancer - - Preclinical Data Presented at AACR Demonstrates that Combining IMM-1-104 w |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| June 13, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 7, 2024 |
Exhibit 99.1 Immuneering Reports First Quarter 2024 Financial Results and Provides Business Updates - Reported Positive Topline Results from Phase 1 Portion of its Phase 1/2a Clinical Trial of IMM-1-104 in RAS-Mutant Solid Tumors - - First Patient Dosed in Phase 2a Portion of Phase 1/2a Clinical Trial of IMM-1-104; Initial Data from Multiple IMM-1-104 Phase 2a Arms Expected in 2024 - - Presented P |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De |
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| April 23, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 15, 2024 |
IMRX / Immuneering Corporation / Cormorant Asset Management, LP - AMENDMENT NO. 3 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Immuneering Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45254E107 (CUSIP Number) April 3, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| March 27, 2024 |
IMRX / Immuneering Corporation / Merrin Investors LLC - SC 13G/A Passive Investment Merrin Investors LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2024 Immuneering Corporation (Exact name of Registrant as Specified in its Charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organizati |
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| March 1, 2024 |
Immuneering Corporation Non-Employee Director Compensation Program (EFFECTIVE AS OF JANUARY 1, 2024) Non-employee members of the board of directors (the “Board”) of Immuneering Corporation (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). |
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| March 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 1, 2024 |
Letter Agreement, dated June 14, 2023, by and between Mallory Morales and Immuneering Mallory Morales June 14, 2023 Dear Mallory: We are pleased to inform you about an important change to your compensation in connection with your promotion from Vice President, Finance to Chief Accounting Officer! You are being awarded an annual salary increase from $325,503. |
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| March 1, 2024 |
Employment Agreement This Employment Agreement (this “Agreement”), dated as of March 24, 2023, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Harold E. |
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| March 1, 2024 |
Employment Agreement This Employment Agreement (this “Agreement”), dated as of July 23, 2021, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Mallory Morales (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and will become effective, if at all, upon the date of the Company’s initial public offering of common stock (“IPO”) pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Effective Date”). |
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| March 1, 2024 |
Immuneering Corporation Policy for Recovery of Erroneously Awarded Compensation IMMUNEERING CORPORATION POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Immuneering Corporation (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| March 1, 2024 |
Exhibit 99.1 Immuneering Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Updates - Topline data from the Phase 1 portion of Phase 1/2a trial of IMM-1-104 expected in March 2024 - - Dosing of first patient in the expanded Phase 2a portion of Phase 1/2a trial of IMM-1-104 expected in March 2024; initial data from multiple arms expected in 2024 - - FDA Fast Track des |
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| February 14, 2024 |
IMRX / Immuneering Corporation / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243573d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Immuneering Corp (Name of Issuer) Class A common stock, par value $0.001 per share (the “Shares”) |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2024 Immuneering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organiza |
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| February 2, 2024 |
Amended and Restated Bylaws of Immuneering Corporation Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF IMMUNEERING CORPORATION (a Delaware corporation) as of February 1, 2024 TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 NOTIC |
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| January 16, 2024 |
IMRX / Immuneering Corporation / Zeskind Benjamin J. - SC 13G/A Passive Investment SC 13G/A 1 zeskind-2024schedule13game.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Immuneering Corporation (Name of Issuer) Class A Common Stock |
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| November 9, 2023 |
Separation Agreement and Release This Separation Agreement and Release (“Agreement”) is made by and between Scott Barrett, M. |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 9, 2023 |
Immuneering Corporation Non-Employee Director Compensation Program, as amended, effective Immuneering Corporation Non-Employee Director Compensation Program (Effective as of October 16, 2023) Non-employee members of the board of directors (the “Board”) of Immuneering Corporation (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). |
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| November 9, 2023 |
Exhibit 99.1 Immuneering Reports Third Quarter 2023 Financial Results and Provides Business Updates -Dose evaluation portion of IMM-1-104 Phase 1/2a trial approximately two-thirds enrolled; Immuneering’s recommendation for a Phase 2 dose expected in early 2024 - - Expanded clinical development plan for IMM-1-104, Phase 2a portion of study now includes 5 arms (3 monotherapy, 2 combination) and addi |
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| August 3, 2023 |
Immuneering Corporation Non-Employee Director Compensation Program, as amended, effective Immuneering Corporation Non-Employee Director Compensation Program Non-employee members of the board of directors (the “Board”) of Immuneering Corporation (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). |
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| August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 3, 2023 |
Exhibit 99.1 Immuneering Reports Second Quarter 2023 Financial Results and Provides Business Updates - Positive initial pharmacokinetic, pharmacodynamic and safety data presented at American Association for Cancer Research (AACR) annual meeting, with IMM-1-104 demonstrating Cmax, half-life, and pERK/pMEK suppression consistent with deep cyclic inhibition of the MAPK pathway - - Completed IMM-1-104 |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 4, 2023 |
Exhibit 99.1 Immuneering Reports First Quarter 2023 Financial Results and Provides Business Updates - Positive Initial Phase 1 Pharmacokinetic, Pharmacodynamic and Safety Data for IMM-1-104 Universal-RAS Program presented at American Association for Cancer Research (AACR) annual meeting - -First demonstration of novel deep cyclic inhibition mechanism in humans, with IMM-1-104 achieving significant |
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| May 4, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 1, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De |
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| April 24, 2023 |
IMRX / Immuneering Corp Class A / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Immuneering Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45254E107 (CUSIP Number) April 20, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| April 19, 2023 |
2,727,273 Shares IMMUNEERING CORPORATION CLASS A COMMON STOCK TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-266738 PROSPECTUS SUPPLEMENT (To Prospectus dated August 19, 2022) 2,727,273 Shares IMMUNEERING CORPORATION CLASS A COMMON STOCK We are offering 2,727,273 shares of our Class A common stock. Our Class A common stock is listed on The Nasdaq Global Market under the symbol “IMRX.” On April 18, 2023, the last reported sale price |
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| April 19, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 18, 2023 Immuneering Corporation (Exact name of Registrant as Specified in its Charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organizati |
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| April 19, 2023 |
Exhibit 1.1 Execution Copy 2,727,273 Shares IMMUNEERING CORPORATION CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT April 18, 2023 April 18, 2023 Jefferies LLC Cowen and Company, LLC Guggenheim Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Jefferies LLC 520 Madison Avenue, 10th Floor New York, New York 10022 c/o Cowen and Com |
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| April 18, 2023 |
Building a Universal - RAS Franchise Nasdaq: IMRX APRIL 2023 Investor Presentation Exhibit 99.1 Building a Universal - RAS Franchise Nasdaq: IMRX APRIL 2023 Investor Presentation 2023 Corporate Presentation 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . All statements contained in this presentation that do not relate to matters of historical fact should be considered forward - looking state |
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| April 18, 2023 |
Exhibit 99.2 Immuneering Announces Positive Initial Phase 1 Pharmacokinetic, Pharmacodynamic and Safety Data for IMM-1-104 Universal-RAS Program; Accelerates Study Timeline ● Data presented at AACR Annual Meeting support IMM-1-104's potential to address a broad population of patients with RAS mutant tumors ● IMM-1-104 well tolerated with no dose limiting toxicities (DLTs) or serious adverse events |
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| April 18, 2023 |
IMMUNEERING CORPORATION CLASS A COMMON STOCK TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 18, 2023 Immuneering Corporation (Exact name of Registrant as Specified in its Charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organizati |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4067 |
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| March 6, 2023 |
Exhibit 99.2 Building a Universal-RAS Franchise Nasdaq: IMRX With the potential to benefit more than 1.5 million cancer MARCH 2023 patients 2 2023 Corporate Presentation This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact shoul |
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| March 6, 2023 |
Exhibit 99.1 Immuneering Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Updates First patient dosed in Phase 1/2a clinical trial of IMM-1-104 in advanced solid tumors with any RAS mutation Provides debut guidance for IMM-1-104 program: initial Phase 1 PK and safety data expected in mid-2023, initial Phase 1 PD modeling and additional PK and safety data expected i |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission F |
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| February 14, 2023 |
IMRX / Immuneering Corporation Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233474-13sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Immuneering Corp (Name of Issuer) Class A Common Stock, par value $0.001 per share (the “Shares”) |
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| February 14, 2023 |
IMRX / Immuneering Corporation Class A / Cormorant Asset Management, LP Passive Investment SC 13G/A 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Immuneering Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45254E107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| February 8, 2023 |
IMRX / Immuneering Corporation Class A / Zeskind Benjamin J. - SC 13G/A Passive Investment SC 13G/A 1 tm235619d1sc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Immuneering Corporation (Name of Issuer) Class A Common Stock (Title of |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? 2 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 10, 2022 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) ? ? ? ? Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorpor |
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| November 10, 2022 |
Exhibit 99.1 Immuneering Reports Third Quarter 2022 Financial Results and Recent Business Highlights ? Recruiting has Commenced for Phase 1/2a Clinical Trial of IMM-1-104 in Advanced Solid Tumors with RAS Mutations (NCT05585320), with the First Patient Expected to be Dosed this Quarter ? Shares Promising Preclinical Data on Second Program IMM-6-415 at the 37th Annual Meeting of SITC, Demonstrating |
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| September 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2022 Immuneering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organi |
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| August 17, 2022 |
August 17, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| August 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Immuneering Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A common stock, $0. |
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| August 10, 2022 |
2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 2 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 10, 2022 |
Exhibit 99.1 Immuneering Reports Second Quarter 2022 Financial Results and Recent Business Highlights IND filing for IMM-1-104, which has displayed broad preclinical pan-KRAS/NRAS activity, expected this quarter; Enrollment of first patient in planned Phase 1/2a clinical trial expected in Q4 2022 IND filing for IMM-6-415, designed to sensitize resistant tumors to select immunotherapies, expected i |
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| August 10, 2022 |
Exhibit 4.3 IMMUNEERING CORPORATION INDENTURE Dated as of , 20 [TRUSTEE] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 4 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series. 5 Section 2. |
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| August 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 10, 2022 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) ? ? ? ? Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporat |
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| August 10, 2022 |
As filed with the Securities and Exchange Commission on August 10, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 10, 2022 Registration No. |
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| August 10, 2022 |
Exhibit 1.2 IMMUNEERING CORPORATION EQUITY DISTRIBUTION AGREEMENT August 10, 2022 PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: As further set forth in this agreement (this ?Agreement?), Immuneering Corporation, a Delaware corporation (the ?Company?), proposes to issue and sell from time to time through Piper Sandler & Co. (the ?Agent? |
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| July 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 20, 2022 Immuneering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organizatio |
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| July 25, 2022 |
Exhibit 10.1 VIA EMAIL July 25, 2022 Dear Mallory, As we discussed, this letter agreement (the ?Letter Agreement?), effective as of August 10, 2022, describes compensation payable to you by Immuneering Corporation (the ?Company?) under the terms set forth below. 1. Cash Bonus Payments. You are eligible to receive (i) a payment of $15,000 in cash payable on August 15, 2022, and (ii) a payment of $1 |
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| June 24, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 21, 2022 Immuneering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organizatio |
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| May 10, 2022 |
2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 2 ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 10, 2022 |
Exhibit 99.1 Immuneering Reports First Quarter 2022 Financial Results and Recent Business Highlights IND filing for IMM-1-104 expected in Q3 2022; Enrollment of the first patient expected in Q4 2022 IND filing for IMM-6-415, designed to sensitize resistant tumors to select immunotherapies, expected in 2023 Cash, cash equivalents and marketable securities of $137.8M is expected to provide cash runw |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| May 2, 2022 |
DEFA14A 1 tm2213547d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box |
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| May 2, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.????) ? Filed by the Registrant ? Filed by a party other than the Registrant ? ? Check the appropriate box: ? Preliminar |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 10, 2022 |
Exhibit 99.1 Immuneering Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Updates ? Lead Product Candidate, IMM-1-104, displays broad activity against a wide range of animal tumor models driven by MAPK pathway activating mutations including KRAS-G12D, KRAS-G12S, KRAS-G12C, NRAS-Q61R, and BRAF-V600E; IND filing is expected in Q3 2022 ? IMM-6-415, designed to sensiti |
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| March 10, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Immuneering Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). References herein to ?we,? ?us,? ?our? and the ?Company? refer to Immuneering Corporation and not to any of |
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| March 10, 2022 |
Subsidiaries of Immuneering Corporation Exhibit 21.1 Subsidiaries of Immuneering Corporation Immuneering Securities Corporation BioArkive, Inc. |
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| February 14, 2022 |
IMRX / Immuneering Corporation Class A / CITADEL ADVISORS LLC - IMMUNEERING CORP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Immuneering Corp (Name of Issuer) Class A common stock, par value $0.001 per share (the ?Shares?) (Title of Class of Securities) 45254E107 |
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| February 10, 2022 |
IMRX / Immuneering Corporation Class A / Zeskind Benjamin J. - SC 13G Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Immuneering Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45254E107 (CUSIP Numb |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 14, 2022 Immuneering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organiza |
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| January 18, 2022 |
Exhibit 99.1 Immuneering Strengthens Board of Directors with the Appointment of Diana F. Hausman, M.D. Industry Executive Brings More than 20 Years of Clinical Drug Development Expertise CAMBRIDGE, Mass., January 18, 2022?Immuneering Corporation (Nasdaq: IMRX), a biopharmaceutical company advancing a robust pipeline of oncology and neuroscience product candidates that are designed to uniquely disr |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2021 Immuneering Corporation (Exact name of registrant as specified in its charter) Delaware 001-40675 26-1976972 (State or other jurisdiction of incorporation or organiz |
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| December 22, 2021 |
Lease Agreement, by and between BioArkive, Inc. and Thornmint 13, LLC, dated as of July 22, 2021 Exhibit 10.1 INITIALS INITIALS ? 2019 AIR CRE. All Rights Reserved. Last Edited: 7/22/2021 12:33 PM STN?27.30, Revised 10?22?2020 Page 1 of 16 STANDARD INDUSTRIAL/COMMERCIAL SINGLE?TENANT LEASE ? NET (DO NOT USE THIS FORM FOR MULTI?TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Pares. This Lease ("Lease"), dated for reference purposes only July 22, 2021 , is made by and between Th |
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| December 22, 2021 |
EX-2.1 2 tm2136034d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 SHARE PURCHASE AGREEMENT by and among BioArkive, Inc., the Sellers Listed on the Signature Pages Hereto, and the Purchaser DATED AS OF DECEMBER 22, 2021 [NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DOCUMENT HAS BEEN ENTERED INTO BETWEEN THE PARTIES. IT IS NOT INTENDED TO CREATE, AND WILL NOT BE DEE |
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| November 9, 2021 |
Exhibit 99.1 Immuneering Reports Third Quarter 2021 Financial Results and Recent Business Highlights ? Successfully completed upsized initial public offering raising $129.4 million in gross proceeds, providing runway into 2024 ? Company expects to file IND for IMM-1-104 in Q1 2022 ? CAMBRIDGE, Mass., November 9, 2021? Immuneering Corporation (Nasdaq: IMRX), a biopharmaceutical company advancing a |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 9, 2021 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) ? ? ? ? Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorpora |
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| September 9, 2021 |
Amended and Restated Bylaws of Immuneering Corporation Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF IMMUNEERING CORPORATION (a Delaware corporation) ? ? ? ? TABLE OF CONTENTS Page ? ARTICLE I - CORPORATE OFFICES?1 1.1REGISTERED OFFICE?1 1.2OTHER OFFICES?1 ARTICLE II - MEETINGS OF STOCKHOLDERS?1 2.1PLACE OF MEETINGS?1 2.2ANNUAL MEETING?1 2.3SPECIAL MEETING?1 2.4ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING?2 2.5ADVANCE NOTICE PROCEDURES |
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| September 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): September 9, 2021 Immuneering Corporation (Exact name of Registrant as Specified in Its Charter) ? ? ? ? Delaware 001-40675 26-1976972 (State or Other Jurisdiction of Incorpor |
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| September 9, 2021 |
Exhibit 99.1 Immuneering Reports Second Quarter 2021 Financial Results and Provides Business Updates ? Recently completed upsized initial public offering raising $129.4 million in gross proceeds, providing runway into 2024 ? Company expects to file IND for IMM-1-104 in Q1 2022 ? CAMBRIDGE, Mass., September 9, 2021? Immuneering Corporation (Nasdaq: IMRX), a biopharmaceutical company advancing a rob |
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| September 9, 2021 |
Amended and Restated Certificate of Incorporation of Immuneering Corporation Exhibit 3.1 ? AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMMUNEERING CORPORATION ? Immuneering Corporation (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1.The name of the Corporation is Immuneering Corporation. The Corporation was incorporated under the name Immuneering Co |
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| September 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Immuneering Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 45254E107 (CUSIP Nu |
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| August 13, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Immuneering Corporation, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each |
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| August 13, 2021 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of August 13, 2021, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare GP III, LLC, Cormorant Asset Management, LP and Bihu |
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| August 13, 2021 |
IMRX / Immuneering Corporation Class A / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Immuneering Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45254E107 (CUSIP Number) August 3, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| August 11, 2021 |
IMRX / Immuneering Corporation Class A / Merrin Investors LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Immuneering Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45254E107 (CUSIP Number) July 31, 2021 (Date of Event which Requires Filing of this amended Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Immuneering Corp (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45254E107 (CUSIP NUMBER) July 31, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed |
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| August 3, 2021 |
As filed with the Securities and Exchange Commission on August 3, 2021 As filed with the Securities and Exchange Commission on August 3, 2021 Registration No. |
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| July 30, 2021 |
7,500,000 Shares Immuneering Corporation Class A Common Stock TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-257791? 7,500,000 Shares Immuneering Corporation Class A Common Stock ? We are offering 7,500,000 shares of our Class A common stock. This is our initial public offering and prior to this offering, no public market existed for our Class A common stock. The initial public offering price is $15.00 per share. Our Class A comm |
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| July 29, 2021 |
As filed with the Securities and Exchange Commission on July 29, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMMUNEERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 2834 26-1976972 (State or other jurisdiction of incorporation or organization) (Pr |
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| July 28, 2021 |
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mil |
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| July 28, 2021 |
As filed with the Securities and Exchange Commission on July 28, 2021. S-1/A 1 tm2115679-15s1a.htm S-1/A As filed with the Securities and Exchange Commission on July 28, 2021. Registration No. 333-257791 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMMUNEERING CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdi |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 IMMUNEERING CORPORATION (Exact name of registrant as specified in its charter) Delaware 26-1976972 (State of incorporation or organization) (I.R.S. Employer Identification No.) 245 Main Street, Sec |
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| July 27, 2021 |
CORRESP 1 filename1.htm July 27, 2021 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4720 Washington, D.C. 20549 Attention: Alan Campbell Re: Immuneering Corporation Registration Statement on Form S-1 Filed July 9, 2021 Registration No. 333-257791 Dear Mr. Campbell: In accordance with Rule 461 of Regulation C of |
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| July 27, 2021 |
July 27, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| July 26, 2021 |
Immuneering Corporation Non-Employee Director Compensation Program. EX-10.13 17 tm2115679d11ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 IMMUNEERING CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the “Board”) of Immuneering Corporation (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation describ |
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| July 26, 2021 |
Form of Indemnification Agreement by and among the Registrant and its directors and officers. EX-10.12 16 tm2115679d11ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 IMMUNEERING CORPORATION Indemnification Agreement THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2021 between Immuneering Corporation, a Delaware corporation (the “Company”), and [Name] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations |
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| July 26, 2021 |
Employment Agreement, dated July 23, 2021, by and between Biren Amin and Immuneering Corporation EX-10.5 9 tm2115679d11ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Employment Agreement This Employment Agreement (this “Agreement”), dated as of July 23, 2021, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Biren Amin (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), |
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| July 26, 2021 |
Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMMUNEERING CORPORATION Immuneering Corporation (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Immuneering Corporation. The Corporation was incorporated under the name Immuneering Corpo |
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| July 26, 2021 |
EX-3.4 5 tm2115679d11ex3-4.htm EXHIBIT 3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF IMMUNEERING CORPORATION (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 2 2.3 SPECIAL MEETING 2 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A |
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| July 26, 2021 |
EX-10.8 12 tm2115679d11ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Employment Agreement This Employment Agreement (this “Agreement”), dated as of July 23, 2021, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Benjamin Zeskind, Ph.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to a |
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| July 26, 2021 |
Immuneering Corporation 2021 Incentive Award Plan and forms of award agreements thereunder. EX-10.10 14 tm2115679d11ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 IMMUNEERING CORPORATION 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensato |
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| July 26, 2021 |
Exhibit 4.1 NUMBER IM SHARES CLASS A COMMON STOCK this Certifies that: INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP45254E 10 7 SPECIMEN - NOT NEGOTIABLE is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF $0.001 PAR VALUE EACH OF ImmuneerIng CorporatIon transferable on the books of the Corporation by the holder hereof in |
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| July 26, 2021 |
Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMMUNEERING CORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Immuneering Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. |
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| July 26, 2021 |
Exhibit 10.7 Employment Agreement This Employment Agreement (this “Agreement”), dated as of July 23, 2021, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Scott Barrett, M.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and will become effective, if at all, |
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| July 26, 2021 |
Exhibit 10.6 Employment Agreement This Employment Agreement (this ?Agreement?), dated as of July 23, 2021, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the ?Company?), and Brett Hall, Ph.D. (?Executive?) (collectively referred to herein as the ?Parties? or individually referred to as a ?Party?), and will become effective, if at all, u |
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| July 26, 2021 |
Immuneering Corporation 2021 Employee Stock Purchase Plan. Exhibit 10.11 IMMUNEERING CORPORATION 2021 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The purposes of this Immuneering Corporation 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of Immuneering Corporation, a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock ownership i |
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| July 26, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 [·] Shares IMMUNEERING CORPORATION COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT [·], 2021 1 [·], 2021 Morgan Stanley & Co. LLC Jefferies LLC Cowen and Company, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferies LLC 520 Madison Avenue, 10th Floor New York, New |
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| July 26, 2021 |
List of Subsidiaries of the Registrant. Exhibit 21.1 Subsidiary of Immuneering Corporation Subsidiary Jurisdiction Immuneering Securities Corporation Massachusetts |
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| July 26, 2021 |
As filed with the Securities and Exchange Commission on July 26, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 26, 2021. |
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| July 26, 2021 |
Exhibit 4.2 Execution Version AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of the 21st day of December, 2020, by and among Immuneering Corporation, a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor? and |
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| July 26, 2021 |
Exhibit 10.9 Employment Agreement This Employment Agreement (this “Agreement”), dated as of July 23, 2021, is made by and between Immuneering Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Michael Bookman (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and will become effective, if at all, upo |
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| July 14, 2021 |
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY IMMUNEERING CORPORATION 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh July 14, 2021 D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washin |
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| July 9, 2021 |
Power of Attorney (included on signature page). TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 9, 2021. |
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| July 9, 2021 |
Advisory Agreement, dated September 17, 2019, by and between PEF LLC and the Registrant. EX-10.3 6 tm2115679d7ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 September 17, 2019 PEF LLC Subject: Advisor to Immuneering Corporation Dear PEF LLC, Immuneering Corporation (the “Company”) is pleased to invite you to serve as an Advisor to the Company. This letter will set forth the terms and conditions of your participation as an advisor to the Company commencing on the date hereof (the “Effective Date |
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| July 9, 2021 |
Master Services Agreement, dated August 5, 2019, by and between Bioarkive LLC and the Registrant. EX-10.2 5 tm2115679d7ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 (1) BioArkive, LLC - and - (2) Immuneering Corporation MASTER SERVICES AGREEMENT BioArkive & Immuneering 1/11 MASTER SERVICES AGREEMENT This Master Services Agreement (“Agreement”), effective as of August 5th, 2019 (“Effective Date”), is made by and between Bioarkive LLC, a limited liability company under the laws of California, USA, having |
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| July 9, 2021 |
Fourth Amended and Restated Certificate of Incorporation of the Registrant (currently in effect). Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMMUNEERING CORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Immuneering Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. |
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| July 9, 2021 |
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES July 9, 2021 VIA EDGAR AND HAND DELIVERY Beijing Boston Brussels Century City Chicago Dubai D?sseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Sili |
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| July 9, 2021 |
Immuneering Corporation Long Term Incentive Plan and form of option agreement thereunder. EX-10.5 8 tm2115679d7ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 IMMUNEERING CORPORATION Long Term Incentive Plan 1. Purpose. The purpose of the Immuneering Corporation Long Term Incentive Plan (the or this “Plan”) is to provide a means through which Immuneering Corporation, a Delaware corporation (the “Company”), and its Subsidiaries may attract and retain able persons as employees, directors and consul |
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| July 9, 2021 |
Immuneering Corporation 2008 Stock Incentive Plan and form of option agreement thereunder. EX-10.4 7 tm2115679d7ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 IMMUNEERING CORPORATION 2008 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2008 Stock Incentive Plan (the “Plan”) of Immuneering Corporation, a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to m |
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| July 9, 2021 |
Third Amended and Restated By-Laws of the Registrant (currently in effect). Exhibit 3.2 Execution Version THIRD AMENDED AND RESTATED BY-LAWS OF IMMUNEERING CORPORATION TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II DI |
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| July 9, 2021 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of the 21st day of December, 2020, by and among Immuneering Corporation, a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor? and |
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| June 21, 2021 |
IMMUNEERING CORPORATION Long Term Incentive Plan EX-10.4 5 filename5.htm Exhibit 10.4 IMMUNEERING CORPORATION Long Term Incentive Plan 1. Purpose. The purpose of the Immuneering Corporation Long Term Incentive Plan (the or this “Plan”) is to provide a means through which Immuneering Corporation, a Delaware corporation (the “Company”), and its Subsidiaries may attract and retain able persons as employees, directors and consultants and to provide |
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| June 21, 2021 |
IMMUNEERING CORPORATION 2008 STOCK INCENTIVE PLAN EX-10.3 4 filename4.htm Exhibit 10.3 IMMUNEERING CORPORATION 2008 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2008 Stock Incentive Plan (the “Plan”) of Immuneering Corporation, a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contrib |
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| June 21, 2021 |
(1) BioArkive, LLC - and - (2) Immuneering Corporation MASTER SERVICES AGREEMENT Exhibit 10.2 (1) BioArkive, LLC - and - (2) Immuneering Corporation MASTER SERVICES AGREEMENT BioArkive & Immuneering 1/11 MASTER SERVICES AGREEMENT This Master Services Agreement (?Agreement?), effective as of August 5th, 2019 (?Effective Date?), is made by and between Bioarkive LLC, a limited liability company under the laws of California, USA, having its registered offices and principal place o |
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| June 21, 2021 |
As confidentially submitted to the Securities and Exchange Commission on June 21, 2021. TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 21, 2021. |
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| June 21, 2021 |
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh June 21, 2021 D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley VIA EDGAR AND HAND DELIVERY London Singapore Los |
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| June 21, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 10.1 Execution Version AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of the 21st day of December, 2020, by and among Immuneering Corporation, a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor? and |
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| May 13, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EX-10.1 2 filename2.htm Exhibit 10.1 Execution Version AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 21st day of December, 2020, by and among Immuneering Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreem |
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| May 13, 2021 |
EXHIBIT A: INVENTION AND NON-DISCLOSURE AGREEMENT EX-10.6 5 filename5.htm Exhibit 10.6 Confidential Ben Zeskind, PhD Immuneering Corporation (617)-500-8080 ext. 121 [email protected] October 24, 2019 Brett Hall, PhD Dear Brett: On behalf of Immuneering Corporation (the “Company”), I am pleased to set forth the terms of your employment with the Company: 1. You will be employed to serve on a full-time basis as Chief Scientific Officer effect |
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| May 13, 2021 |
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT EX-10.5 4 filename4.htm Exhibit 10.5 Confidential Ben Zeskind, PhD, MBA Immuneering Corporation (617) 500-8080 ext. 121 (617) 694-3782 (cell) [email protected] March 5, 2021 Biren N. Amin 3 Victoria Place Holmdel, NJ 07733 847-609-3735 (cell) [email protected] Dear Biren: On behalf of Immuneering Corporation (the “Company”), I am pleased to set forth the terms of your employment with the Com |
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| May 13, 2021 |
(1) BioArkive, LLC - and - (2) Immuneering Corporation MASTER SERVICES AGREEMENT EX-10.2 3 filename3.htm Exhibit 10.2 (1) BioArkive, LLC - and - (2) Immuneering Corporation MASTER SERVICES AGREEMENT BioArkive & Immuneering 1/11 MASTER SERVICES AGREEMENT This Master Services Agreement (“Agreement”), effective as of August 5th, 2019 (“Effective Date”), is made by and between Bioarkive LLC, a limited liability company under the laws of California, USA, having its registered offic |
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| May 13, 2021 |
As confidentially submitted to the Securities and Exchange Commission on May 13, 2021. DRS 1 filename1.htm TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on May 13, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IMMUNEERING CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other juris |
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| May 13, 2021 |
EXHIBIT A: INVENTION AND NON-DISCLOSURE AGREEMENT Exhibit 10.7 Confidential Ben Zeskind, PhD Immuneering Corporation (617)-500-8080 ext. 121 [email protected] October 11, 2019 Scott Barrett, M.D. 8101 Arment Drive Glen Mills, PA 19342 (267) 218-6152 [email protected] Dear Scott: On behalf of Immuneering Corporation (the ?Company?), I am pleased to set forth the terms of your employment with the Company: 1. You will be employed to serve on |
